oman oil refineries and petroleum industries … · oman oil refineries and petroleum industries...

Oman Oil Refineries and Petroleum Industries Company SAOC

Inventory/Once off Purchase Tender Supplement

PCI – FXX Rev X

of 3

PCI HQ Use Only

Tender Title

Tender Number

This supplement is provided to assist in the greater understanding of

Orpic requirement[s] as defined in our RFQ referenced above.

End User to Complete PR Number 70010808

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FQ

Applicable Documentation by

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Drawings N/A

Performance Specifications N/A

Manufactures Specifications As per OEM specs

Orpic Scope of Work As per RFQ

Applicable Industry Standards N/A N/A

Testing / Inspection Procedures N/A N/A

Others N/A N/A

Additional Instructions [Mandatory for Non Standard or Modified Components]

Packing of spares as per page 2

Additional Acceptance Procedure Conditions

Ye

s

/No

Ye

s

/No

Inspection & acceptance at Orpic warehouse Y Goods/material subject inspection at workface N

Goods/material subject to further 3rd Party

inspection at suppliers cost

N Supplier required to submit Material Test data Y

Supplier required to submit Inspection Test Plan N Production inspections post award stage N

Offsite / factory inspections at tender stage N

Minimum Packing Requirements Further Warranty, Bond &/or Insurance Requirements

Fit for purpose based on type/quantity/fragility of Goods

contained in RFQ Un-amended

Other Requirements Unit of Measurement

Original and New Material as mentioned in RFQ Most economical standard(s) lengths/no’s

Bespoke as requested in RFQ

Compliance By Supplier

The supplier will be deemed to have complied with all information contained within the RFQ & this Supplement, in

addition to best practice[s] and will be technically evaluated upon that basis unless express exclusion[s] are referred

with the technical and commercial submissions for further consideration.

600641

Text Box

600641

Typewritten Text

600641

Typewritten Text

600641

Typewritten Text

SACRIFICIAL ANODE FOR CATHODIC PROTECTION

600641

Typewritten Text

9900008388



PCI – FXX Rev X

of 3

ments for the spare PurchasePacking require

1. All the materials are required to be tagged as per the below template provided

below in annexure-1

2. All supplies are required be packed in sea worthy packing and preservatives for

external storages

3. Boxes to indicate the Lifting directions.

4. All Boxes to indicate the PO NO.

5. For a gross weight of 5kg, the boxes are to be surrounded by steel or polyester bands.

6. From 30 to 1000 kg gross weight, one way or Euro pallets must be installed under the

boxes.

7. Over 1000 kg, special pallets must be used that have the required carrying capacity.

Generally, pallets or special pallets must be used that were treated according to

IPPC standard.

8. Electrical and Electronic materials as delivered in closed foil bag, add sufficient

amount of desiccant (silica gel or diatomite)

9. Two copies of the packing list shall be affixed to the packing internal wall.

10. Copies of technical documents as requested by the purchase conditions will be

separated and enclosed in waterproof sealed envelope and placed in to the

packing itself.

11. When we have multiple items in the boxes/package all items description, line item

number, part number & Equipment Tags should be mentioned on box outside at the

same time individual labels required for each item.

12. Material test certificates to be provided where ever applicable

13. Certificate of analysis & MSDS required for catalysts, liquids and chemicals

14. Vendors to send the photos of the packing and packing list and other documents

prior to dispatch for confirmation



PCI – FXX Rev X

of 3

1-Annexure Tag Details are

SAP item code:

Material Description:

Material of Construction:

Part Number:

Drawing Number:

Manufacturer Name:

Equipment Tag Number:

Manufacturing Date (If applicable):

Expiry Date (if applicable):

PO Number:

Item Serial Number in Orpic PO:

Quantity:

Unit of Measurement:

Request For Quotation

Collective No: 9900008388 Orpic Refineries LLC

Vendor Code: 12169

Vendor Name: Orpic Website

Vendor Name:

City:

Country:

P.O. Box: PC:

Contact Person:

Email Address:

Tel No:

Information

THIS IS NOT AN ORDERSubmission Date: 18.04.2016Floating Date: 12.04.2016P\C Officer: Fatma abdullha Al BalushiTelephone: +968 22105408Fax:Email: [email protected] Number: 6000022072

Submission Date & Location

Kindly submit your Quotation on or before 18.04.2016 by 23:59:59 hrs.

If supplier copies the procurement officer while submitting his offer, his bids/offer will be rejected.

Submission Details

Quotations and technical submissions (if applicable) shall be submitted by email to [email protected]. The emailsubject line shall include the RFQ Collective Number. For any further clarifications, please contact the respectiveprocurement officer on the Email printed above. Failure to comply with any of the submission instructions shall result indisqualification of the Quotation.

For Payment concerns, please submit original invoice to Email : [email protected]

[Bidder to complete the following declaration in RFQ submission]

Dear Procurement Officer

Having carefully examined the Request For Quotation (RFQ) and its attached Instructions to Bidders and GeneralConditions for Purchases and Minor Services, we offer to supply the Goods and Services for the Prices submitted in thisQuotation.

We confirm that our Quotation is made in full conformity with the RFQ, the Instructions to Bidders, specifications, GeneralConditions for Purchases and Minor Services and all Clarifications and Addenda issued during the RFQ period.

If our Quotation is accepted and a Purchase Order or Service Order issued by Orpic we agree to deliver the Goods andServices in full accordance with the RFQ and our Quotation.

We agree to abide by this Quotation for a period of ninety (90) days from the Submission Date and it shall remain bindingupon us and may be accepted at any time before the expiration of this period.

Dated _ _ _ _ _ _ _ _ _ .

Mina Al Fahal, Muscat: PO Box 3568, PC:112, Sultanate of Oman (TEL) +968 2210 6000 | (FAX) +968 2210 7038.Sohar Industrial Port, Sohar: PO Box 282, PC: 322, Sultanate of Oman (TEL) +968 2210 5000 | (Fax) +968 2210 7038.

www.orpic.om | [email protected]

Page 1 of 11



Signed _ _ _ _ _ _ _ _ _ _ _ _ _.

Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ .

Title: _ _ _ _ _ _ _ _ _ _ _ _

for and on behalf of_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Delivery Details for Goods:-

Delivery Period 15 days

Delivery Location Sohar

Material Test Certificate:-

Material Test Certificate or Conformance Certificate must be supplied by Seller to Orpic on or before Delivery for thefollowing items:- Valves, Pipes, Pipe Fittings, Tubing, Plate Sheet, Gasket, Packing, Insulation, Refectory, Electrical, FillerWires, Bar Stocks, Bolts, Nuts, Paints, Protective Coating, Wrapping, LPG, Steam Hose.

Order Currency:______________

ItemNo.

Material Description Quantity UOM UnitCost

LineCost

10 20061232 ANODE,SACRIFICIAL,CATHODIC PROTECTION 119 EAMat PO Text:

ANODE, SACRIFICIAL FOR CATHODIC PROTECTION;MANUFACTURER NAME: CORRPRO,CODE: ZT 1211; SPECIFICATION: US MIL SPEC 18001K; CODE:ZH,MAXIMUM WIDTH: 50MM; MINIMUM WIDTH: 40 MM; MEANWIDTH: 45.5MM; HEIGHT:50MMLENGTH: 1525MM; GROSS WEIGHT: 25KG; NET WEIGHT:22.8KG; EQUIPMENT TAG NO: T-3401, T-6531, T-6532, T-6106



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(A)Ex-Works Costs(B)CIF Costs

(C) Custom Duty(D) COO Charge

(E) Total Cost (B+C)Total(In words):

Estimated Weight



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1 Orpic Definitions and RFQ/PO Instructions to Bidders for RFQ, PO & PC

1.1 Orpic is the brand name of Oman Oil Refineries and Petroleum Industries Company SAOC (Commercial Registration Number 1113003). OrpicAromatics is the brand name of Aromatics Oman LLC (Commercial Registration Number 1798189). Orpic Refineries is the brand name of OrpicRefineries LLC (Commercial Registration Number 1134221). Orpic Plastics is the brand name of Orpic Plastics LLC (Commercial Registration Number1218747). The Orpic brand represents the integrated management of these operating companies and this RFQ may be issued by Orpic for and onbehalf of any or all of these operating companies, together with Orpic#s and their respective co-ventures, affiliates, officers, employees and agents,collectively the #Orpic Group".

1.2 Bidder is Company responding to this RFQ with a Quotation. Bidder is requested to acknowledge receipt of this RFQ by return email to theProcurement Officer who issued the RFQ.

1.3 Seller/Contractor. For the purposes of this document Seller and Contractor shall mean the party that is contracted to Orpic.

1.4 Purchase Order, Service Order, Contract and Agreement shall mean the same.

1.5 Scope of Supply and/or Services shall be attached separately (if applicable)

1.6 Party means either of Orpic or the Seller/Contractor and Parties means both of them together.

1.7 Price means the price as more particularly described in the Service Order to be paid by Orpic to the Contractor.

1.8 Registration Requirements.Unless otherwise agreed by Orpic Bidder must be registered with Orpic & Joint Supplier Registration System (JSRS) as an approved Seller for thematerials / services to be offered by their Quotation. If Bidder is not registered, the registration forms are available from Orpic Procurement &Contracting Dept, PP Building, Sohar. Bidders may contact the Procurement Officer who issued the RFQ to arrange to collect the forms. These formsmust be completed and submitted by Bidder not less than 10 days before the Submission Date of this RFQ. Bidders must sign Orpic's ConfidentialityDeclaration or Non-Disclosure Agreement, (NDA) as directed by the Procurement Officer and submit with the Seller registration forms or the Quotation.

1.9 Quotation. Bidder shall submit its Quotation by completing the necessary sections of the enclosed Orpic RFQ only. Bidder may only indicatedeviations relating to the subject matter of the RFQ by clearly indicating where the Quotation differs from the RFQ requirements and any proposedamendments. However Orpic is not obliged to accept any deviations. Bidder shall provide the complete breakdown of pricing required. The Quotationand any resultant Purchase Order/Service Order shall be governed by Orpic General Conditions for Purchase and Minor Services, attached below, andOrpic may not accept any changes to these General Conditions of the Purchase Order for Purchase and Minor Services. Bidder must submit two signedcopies of the Purchase Order with all sections duly completed. Submitting a Quotation in any other format may result in Bidder's Quotation beingrejected at Orpic's sole discretion.

1.10 Acceptance. Acceptance by Orpic will be confirmed by the issuance of a Purchase Order/Service Order within the Quotation validity period whichshall be binding. One countersigned copy of the Purchase Order/Service Order may be returned to the Bidder.

1.11 Clarifications. If Bidder requires any further information or clarification regarding this RFQ then a request for clarification shall be sent in writing tothe Procurement Officer who issued the RFQ and whose name and email is stated above.

1.12 Regrets. If Bidder is not in a position to submit a Quotation, Bidder is requested to confirm by email to the Procurement mail.

1.13 Advance Payment Bond. If Orpic agrees to an Advance Payment then it will be on condition that the successful Bidder submits an AdvancePayment Bond in accordance with the General Conditions Applicable for Procurement of Goods and Services and in the exact format detailed inAppendix 3. If an Advance Payment for supply of Goods or Services is agreed then an Advance Payment Bond and or Bank Guarantee from aregistered bank in the Sultanate of Oman, acceptable to Orpic, in an amount equal to the Advance Payment shall be submitted by the Seller/Contractorto Orpic. Submission of any Advance Payment Bond or Bank Guarantee from a registered bank outside of the Sultanate of Oman shall be pre-approvedby Orpic prior to submission.

1.14 Submission of Quotation. The date, method and location for submitting the Quotation will be indicated on the front page of the RFQ. Any Quotationreceived after this date & time will be rejected or accepted at Orpic#s sole discretion.

1.15 No Obligation. Orpic is not obliged to accept the lowest priced Quotation or any Quotation. Orpic is not obliged to provide any reasons for rejectingany Quotation. Orpic may, at its sole discretion, reduce or increase the quantity ordered or split orders between Bidders.

1.16 Extension. Bidder must request any extension of time not less than 48 hours before the Submission Date. Orpic may or may not agree to award anextension at its sole discretion.

1.17 Validity. Bidder's Quotation shall be valid for not less than ninety (90) days from the Submission Date.

1.18 Tax means any and all net income, gross income, gross receipts, sales, use ad volorem, transfer, franchise, net worth, profits, license, lease,service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, real property taxes and fees, customs,duties or other taxes, fees, assesments levies, charges or other impositions of any kind whatsover or obligatory charge of like or equivalent nature,together with any interest thereof and any and all penalties, additions to tax, or additional amounts with respect thereto, imposed by or on behalf of anyGovernmental Authority.



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2. General Conditions Applicable for Procurement of Goods and Services

2.1 Payment. The Price of the Goods and/or Services shall be the amount set out in the Purchase/Service Order. The Price is the total amount due tobe paid by Orpic to the Seller in respect of satisfactory performance by the Seller/Contractor of its obligations under this Purchase/Service Order. ThePrice is inclusive of amounts in respect of any applicable taxes duties or similar charges and for Goods includes the costs of packaging, insurance andcarriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by Orpic. All costs associated with preparation ofSeller's/Contractor#s bid, quotation, development of offer or related to this Purchase/Service Order are for Seller's/Contactor#s account. Any legalizationcosts for packaging and documentation including Material Test Certificates or Conformance Certificates are for Seller's account. The Seller may invoiceOrpic for the Goods on or at any time after the completion of delivery. The Contractor may invoice Orpic for the Services performed on or at any timeafter Completion or as set out in the Scope of Services. Seller shall submit following documents for payment: Invoice; PO / PC copy; and Proof ofdelivery / service completion report.

2.2 Orpic shall pay undisputed and correctly rendered invoices from the Seller/Contractor within thirty (30) days of the later of either receipt of theinvoice or Completion of the Services or to acceptance of the Goods, as the case may be. Payment shall be made to the Contractor's bank account. Inthe event of a dispute over all part of an invoice, Orpic shall pay the undisputed part in accordance with this Clause and the Parties shall discuss in goodfaith to resolve the disputed part. Orpic may, without limiting any other rights or remedies it may have, set off any amount owed to it by theSeller/Contractor against any amounts payable by it to the Seller/Contractor under this Purchase/Service Order.

2.3 Audit Rights. Orpic shall have the right, to inspect and audit any of Seller's/Contractor#s records, including data stored on computers, books,personnel records, accounts, correspondence, memoranda, receipts, vouchers and other papers of every kind in connection with this Purchase/ServiceOrder and/or Goods and all transactions related thereto as may be necessary in the opinion of Orpic to verify that the requirements of thisPurchase/Service Order are being met and shall have access to all information relating to the rates and prices as may reasonably be required to verifypayments made to or by Seller/Contractor under or pursuant to this Purchase/Service Order. Such inspections and audits may be carried out by Orpic inrespect of this Purchase/Service Order at any time until expiry of twenty four (24) months from the end of the calendar year in which thisPurchase/Service Order is terminated or completed. Orpic shall use all reasonable endeavours to conduct any such inspections and audits in a mannerwhich shall result in a minimum of inconvenience to Seller/Contractor.

2.4 Liability & Indemnity. The Seller/Contractor shall indemnify Orpic against all liabilities, costs, expenses, damages and losses (including but notlimited to any direct losses and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Orpic arising out of orin connection with: a) any claim made against Orpic for actual or alleged infringement of a third party's IP Rights arising out of, or in connection with, thesupply or use of the Goods; b) any claim made against Orpic by a third party arising out of, or in connection with, the supply of the Goods, to the extentthat such claim arises out of the breach, negligent performance or failure or delay in performance of this Purchase/Service Order by theSeller/Contractor, its employees, agents or subcontractors; and c) any claim made against Orpic by a third party for death, personal injury or damage toproperty arising out of, or in connection with, defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of theSeller/Contractor or Manufacturer, its employees, agents or subcontractors.

The Seller/Contractor shall indemnify Orpic from and against all claims ,liabilities or losses arising by reason of the following if connected with theperformance of this Purchase/Service Order: a) all injury to ,death, or illness of persons in the Supplier Group; and b) all damage to or loss of property ofthe Supplier Group, even if caused by negligence or fault of the Orpic Group or any other person. The Seller/Contractor shall indemnify Orpic from andagainst all claims, liabilities or losses arising by reason of the following if connected with the performance of this Contract: a) all injury to, death, orillness of third parties; and b) all damage to or loss of third parties' property, to the extent caused by the negligence or fault of the Supplier Group, even ifcontributed to by the joint or concurrent negligence or fault of the Orpic Group or any other person; provided that, in the event of joint or concurrentnegligence or fault of the Supplier Group and the Orpic Group, the Supplier's indemnification obligation shall be limited to the Supplier Group'sproportionate share of such negligence or fault.

Orpic shall indemnify the Seller/Contractor from and against all claims, liabilities or losses arising by reason of the following if connected with theperformance of this Purchase/Service Order: a) loss of or damage to Orpic's property, except that nothing in this clause will in any way limitSeller/Contractor's obligations to remedy defects, whether owned, leased or otherwise obtained under arrangements with financial institutions arisingfrom or related to the performance of this Purchase/Service Order; b) Personal injury including death or disease to any person who is an employee ofOrpic arising from or relating to the performance of this Purchase/Service Order; c) subject to any other express provisions of this Purchase/ServiceOrder, personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damageis caused by Orpic's negligence or breach of duty (whether statutory or otherwise).

2.5 Consequential Loss shall mean: Consequential loss; and/or loss of production, loss of product, loss of use, loss of business and businessinterruption and loss of revenue, profit or anticipated profit whether direct or indirect arising from or related to the performance of this Purchase/ServiceOrder, whether or not such losses were foreseeable at the time of entering into this Purchase/Service Order. Except to the extent of any agreedremedies expressly provided for in this Agreement but notwithstanding anything else to the contrary in this Agreement, neither Orpic nor Contractor shallbe liable to the other for any Consequential Loss which may be suffered by the other in connection with this Agreement.

2.6 Applicable Law and Dispute Resolution. The laws of the Sultanate of Oman shall govern the construction, validity and performance of thisPurchase/Service Order. Unless otherwise agreed, any dispute arising out of or in connection with this Purchase/Service Order which cannot beresolved to the mutual satisfaction of the Parties then the Parties hereto agree to submit to the jurisdiction of the courts of Oman to resolve any matter indispute.

2.7 Force Majeure. Except as may be specifically otherwise provided in this Purchase/Service Order, neither Party shall be liable for delays inperformance or for non-performance directly occasioned or caused by Force Majeure. Force Majeure means Acts of God, war (declared andundeclared), riots, civil commotion, revolution, hostilities, epidemics, blockades, nuclear hazards, extreme weather conditions, acts of any Governmentcausing a political embargo or other political restraint adversely affecting the freedom to transact business with or in the Sultanate of Oman and anyother similar cause or of equivalent force occurring within the Sultanate of Oman which is beyond the control of the Parties, unavoidable and whichcould not reasonably be foreseen and which renders impossible the fulfilment of a particular term of this Purchase/Service Order. Strikes, lockouts orMina Al Fahal, Muscat: PO Box 3568, PC:112, Sultanate of Oman (TEL) +968 2210 6000 | (FAX) +968 2210 7038.Sohar Industrial Port, Sohar: PO Box 282, PC: 322, Sultanate of Oman (TEL) +968 2210 5000 | (Fax) +968 2210 7038.


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differences with workers which are limited to Seller/Contractor's personnel or those of Seller/Contractor's sub-Seller/Contractors and inability of eitherParty to secure funds shall not be regarded as Force Majeure.

2.8 Assignment and Sub-Contracting. Seller/Contractor may not assign, subcontract or transfer any part of this Purchase/Service Order or theobligations of Seller/Contractor under or related to this Purchase/Service Order without the prior written approval of Orpic. Approval by Orpic of asub-contractor shall not relieve Seller/Contractor from its responsibility for performance of the part of this Purchase/Service Order that is subcontracted.

2.9 Confidential Information. All information obtained by Seller/Contractor for or in connection with this Purchase/Service Order and Seller/Contractor'ssupply of the Goods/Services shall be considered confidential and shall not be used by Seller/Contractor other than for the purposes of supplying theGoods/Services, or divulged by Seller/Contractor, its servants or agents to any person, firm or corporation other than Orpic#s designated representative.The foregoing restrictions shall not apply to any information disclosed by Orpic to Seller/Contractor which: a) At the time of disclosure is in the publicdomain, or b) After disclosure becomes part of the public domain, or c) Seller/Contractor can show was rightfully in its possession at the time ofdisclosure without limitation or restriction as to use or disclosure, and was not acquired directly or indirectly from Orpic, or d) Seller/Contractor rightfullyreceives from any third party who did not receive such information directly or indirectly from Orpic with limitation or restriction as to use or disclosure.

2.10 Termination. In the event of Seller/Contractor's failure to perform or other breach of this Purchase/Service Order, Orpic shall have the right toterminate this Purchase/Service Order forthwith without being first obliged to seek any remedy by Seller/Contractor. Termination under this clause shallbe at no extra cost to Orpic. Orpic reserves the right to terminate this Purchase/Service Order at any time by giving Seller/Contractor written notificationspecifying the date of termination. Orpic shall pay Seller/Contractor for Goods satisfactorily delivered and accepted and Services satisfactorilyperformed and accepted up to the date of termination and other reasonable associated direct costs incurred in complying with Orpic's instructions. In noevent shall Seller/Contractor be entitled to any prospective profits or any damages resulting from such termination.

2.11 Costs. Each Party shall pay its own costs incurred in connection with the negotiation, preparation, execution and performance of this agreementand any documents referred to in it.

2.12 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

2.13 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that orany other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of suchright or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

2.14 Language. This Purchase/Service Order is drafted in the English language. If this Purchase/Service Order is translated into any other language, theEnglish language version shall prevail.

2.15 Notices. A notice given to a Party under or in connection with this Purchase/Service Order shall be in writing and sent to the Party at the address orto the fax number given in this Purchase/Service Order or as otherwise notified in writing to the other Party. Any notice given under or in connectionwith this Purchase/Service Order shall be in the English language. All other documents provided under or in connection with this agreement shall be inthe English language, or accompanied by a certified English translation. If such document is translated into any other language, the English languageversion shall prevail unless the document is a constitutional, statutory or other official document.

2.16 Anti-Bribery and Corruption. A Person shall be defined as a third party including, but not limited to: government officials (including directors,officers and employees of government owned and/or controlled entities); any director, officer or employee of Orpic or its subsidiaries, or their relatives;any candidate for public office; or any agents or intermediaries of any of the foregoing. The Seller/Contractor agrees and confirms that, in connectionwith the award or execution of the Purchase/Service Order, and any and all transactions contemplated by this Purchase/Service Order, it will fullycomply with all applicable legislation relating to anti-bribery and anti-corruption, including, but not limited to, Royal Decrees (including: Royal Decree 7 of1974 promulgating the Oman Penal Code; Royal Decree 112 of 2011 promulgating the Law of the Protection of Public Funds and Avoidance ofConflicts; and Royal Decree 64 of 2013 ratifying the United Nations Convention Against Corruption), regulations, ministerial directions and orders of theSultanate of Oman. The Seller/Contractor agrees and confirms that it, and each of its affiliates, and their respective directors, officers, employees,agents and any other person acting on its, or their, behalf has not, and will not, directly or indirectly, make, offer, authorise, promise, mediate or becomeany way involved in a payment or transfer of anything in value, including the provision of any advantage or any showing or providing favour or disfavourto anybody, or any service, gift, entertainment, promise, reward, rebate, discount, contribution, commission, incentive, inducement, to any Person whichis intended to be, or could reasonably be construed or perceived as being, an inducement or reward for that Person doing or not doing any act, orpromising to do or not to do any act. The Seller/Contractor agrees and confirms that, in connection with the award or execution of the Purchase/ServiceOrder, and any and all transactions contemplated by this Purchase/Service Order, it has and will apply effective anti-bribery and corruption reporting anddisclosure controls and procedures and has and will maintain internal accounting systems that are sufficient to show, in reasonable detail, alltransactions undertaken in relation thereto. Without prejudice to any other rights that the Seller/Contractor may have under law or otherwise, should theSeller/Contractor be considered to be in breach of any of the above provisions, Orpic may, upon written notice, immediately disqualify theSeller/Contractor from bidding, quoting, tendering, applying for or otherwise entering into the proposed Purchase/Service Order or terminate thisPurchase/Service Order (as the case may be) and refuse to allow the Seller to bid, quote, tender, apply or enter into any further or futurePurchase/Service orders, contracts or agreements with Orpic. The Seller/Contractor shall defend, indemnify and hold Orpic harmless from and againstany and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach of its commitments in this clause. Thisindemnity obligation shall survive termination or expiration of this Purchase/Service Order.

2.17 Business Ethics. In connection with Seller/Contractors performance of this Purchase/Service Order, Seller/Contractor undertakes that it willundertake and agree to act consistently with and to adhere to the principles of Orpic's General Business Principle in connection with Seller/Contractor'sperformance of this Purchase/Service Order. Failure to comply with this provision may constitute a Material Default giving rise to termination.

2.18 IP / Software. Where, as part of the performance under this Agreement, Contractor/Seller provides licensed software, Contractor/Seller shallprovide Orpic with a non-exclusive licence to use the software solely for Orpic's operational purposes. Orpic agrees to defend, indemnify and holdharmless Contractor from all damages and third party claims causes of action or damage arising from unauthorised use of the licensed software.



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2.19 HSE. Contractor/Seller shall ensure that all personnel required to enter Orpic's offices or sites in connection with this Agreement shall observeOrpic's Health, Safety and Environmental policies and regulations and Orpic's work site specific safety rules and policy. In particular the rules forPersonal Protective Equipment (PPE) will be followed. Any required PPE shall be provided by Contractor to its personnel at no additional cost to Orpic.

2.20 Patent Rights. Contractor/Seller shall release, defend, indemnify and hold Orpic harmless against all claims, liabilities, damages, losses, costs andexpenses (including lawyers# fees) concerning infringement or alleged infringement of any patent, registered design, trade mark, service-mark, copyrightor other intellectual property rights which may arise from anything done by or for Contractor/Seller in relation to the Services performed or Goodssupplied under the Service Order/Purchase Order.

2.21 Title and Risk. Title and risk in any Goods or Services provided as part of the Contract shall pass to Orpic on Completion.

2.22 Progress Checks, Inspections and Tests. Orpic shall be entitled to inspect the Goods or Services and any work thereon and to carry out any testsas it may require before delivery or acceptance. Seller/Contractor shall afford Orpic's representative every facility for such purposes, including access toContractor's site at all reasonable times. Any such inspection or tests shall not in any way relieve Seller/Contractor from any of its obligations under theAgreement.

2.23 Drawing and Technical Data. Contractor must comply with all general and specific requirements relating to drawings and technical data as set outin Purchase Order/ Purchase Contract. Any deviation from or modification to specifications of the Goods or Services as set out in Purchase Order/Purchase Contract is subject to Orpic's written approval. Seller/Contractor shall, when requested by Orpic, provide drawings and technical data forapproval and/or record purposes. Any such approval shall not imply that Orpic is responsible for the accuracy of any drawings or technical data otherthan its own.

2.24 Tax matters. The Seller/Contractor shall be responsible for reporting, filing, and payment of any taxes, duties, charges, or fees (and any relatedfines, penalties, or interest) imposed directly or indirectly onthe Contractor or the Contractor's employees and agents, as a result of the delivery of theScope of Work to Orpic in accordance with the provisions of this Agreement. The Contractor shall pay all taxes properly and lawfully assessed orimposed by any competent authority having jurisdiction in connection with the delivery of the Scope of Work to Orpic in accordance with the provisionsof this Agreement. Orpic shall have no liability whatsover to pay any taxes except any taxes properly assessed by any competent authority as beingpayable by Orpic in relation to this Agreement. The Contractor shall indemnify and keep indemnified Orpic against all liabilities incurred by Orpic as aconsequence of breach by the Contractor of any of the obligations under or in relation to this clause and all actions, proceedings, claims, damages,charges, costs and expenses whatsover in relation thereto.

2.25 Withholding Tax Deductions. The Seller/ Contractor shall be responsible for assessing and taking into account in its Price, the Contractor'spotential tax liability, including withholding tax liabilities, based on current Omani law and the Contractor's plans for executing the Agreement. In theevent that withholding tax is applicable in connection with the delivery of the Scope of Work by the Contractor to Orpic in accordance with the provisionsof this Agreement, the Contractor must: a) clearly separately specify which services are subject to withholding tax and which ones are not; and b)separately invoice charges for works or services which are subject to withholding tax. In the event that Orpic determnes, in line with Orpic#sinterpretation of Omani legal requirements, that withholding tax is applicable then Orpic will withhold, from sums otherwise due to the Contractor,amounts required by applicable law to be withheld and paid to the appropriate taxing authorities, and shall provide to the Contractor all receipts forpayment of the amounts. It shall be the Contractor's responsibility to provide to Orpic written confirmation fro m the Ministry of Finance, SecretariatGeneral for Taxation in order to verify that withholding tax is not applicable.

3. General Conditions Applicable for Procurement of Goods Only (Purchase Orders)

3.1 Purchase Order means the contract between Orpic and the Seller for the sale and purchase of the Goods in accordance with the followingdocuments which are to be read and construed in the following order of priority: a) Purchase Order; b) Particular Conditions; and then c) GeneralConditions.

3.2 Delivery Period means the date(s) on which the Goods must be delivered as set out in the Purchase Order.

3.3 Delivery Location means the location specified by Orpic for the Goods to be delivered as set out in the Purchase Order.

3.4 Goods means the goods as more particularly described in Purchase Order.

3.5 The Contract. Orpic agrees to buy and the Seller agrees to sell and deliver the whole of the Goods to Orpic in accordance with the terms of thisPurchase Order.

3.6 Seller's Obligations

3.6.1 Delivery. Seller expressly agrees that time is of the essence for delivery of the Goods. Seller shall inform Orpic well in advance about the planneddelivery of goods. If the Seller requires Orpic to return any packaging material to the Seller, that fact is clearly stated on the delivery note. Any suchpackaging material shall be returned to the Seller at the cost of the Seller. The Seller shall deliver the Goods: a) On the Delivery Date; b) To the DeliveryLocation; and c) During Orpic's normal business hours, or as instructed by Orpic; d) in accordance with the INCOTERMS set out in the Purchase Order.Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location. Documents required for custom clearanceand delivery of goods: Airway bill or bill of lading; Invoice; Packing list; and Certificate of Origin.

3.6.2 If the Seller: a) Delivers less than [95] % of the quantity of Goods ordered, Orpic may reject the Goods; or b) delivers more than [105]% of thequantity of Goods ordered, Orpic may at its discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Seller'srisk and expense. If the Seller delivers more or less than the quantity of Goods ordered, and Orpic accepts the delivery, a pro rata adjustment shall be



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made to the invoice for the Goods. The Seller shall not deliver the Goods in instalments without Orpic's prior written consent. Where it is agreed that theGoods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Seller to deliver any one instalment ontime or at all or any defect in an instalment shall entitle Orpic to the remedies set out in the Contract.

3.6.3 Supply & Packing Conditions. The Seller shall ensure that: a) The Goods are properly packed and secured in such a manner as to enable them toreach the Delivery Location in good condition; and b) each delivery of the Goods is accompanied by a delivery note which shows the date of thisPurchase Order, this Purchase Order number (if any), the type and quantity of the Goods (including the appropriate code number of the Goods to enableCustom Duty exemption, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstandingbalance of Goods remaining to be delivered, together with any further information required as set out in the Purchase Order. Packets / boxes / otherpackaging must clearly show Purchase Order number and Orpic delivery location. Material Test Certificate or Conformance Certificate must be suppliedby Seller to Orpic on or before Delivery for the items indicated in the Purchase Order. All chemical and catalyst packages shall include: a) Theappropriate "HAZARD TYPE" and "HAZARD RATING LABEL" in bold letters; b) A lot number; c) Month & year of manufacture; d) Material expiry date ofthe product; e) Material Safety Data Sheet (MSDS); f) Certificate of quality. Seller must state country of origin of Goods. Seller must state theappropriate international code (M.S. Code) for customs exemptions. Seller must specify weight, physical dimensions, size, sea or air worthy packing andall other relevant information relating to the delivery of Goods. All material delivered under the Incoterm DDP shall be delivered in open top trucks /vehicles and not in closed containers.

3.6.4 Acceptance and Defective Goods. After delivery of the Goods, Orpic shall have a period of fifteen (15) days to inspect the Goods and to carry outany testing to confirm that the Goods have been supplied and delivered in accordance with this Purchase Order. Upon satisfactory inspection of theGoods Orpic shall provide written confirmation to the Seller to confirm that the Goods have been accepted. If Orpic fails to provide written confirmation ofacceptance of the Goods within seventeen (17) days of delivery then the Goods will be deemed to have been accepted. If at any point, including for aperiod of eighteen (18) months after acceptance of the Goods or, in the case of plant and equipment, after twelve (12) months of the date ofcommissioning, whichever expires first, Orpic discovers that any or all of the Goods do not conform with their description or contain any defect thenOrpic shall be entitled to reject the whole or any part of the Goods by notice to the Seller. On receipt of notice and at the option of Orpic the Seller shalleither: a) Replace any or all of the Goods which do not conform with their description or which contain a defect; or b) Reimburse Orpic the whole or anypart of the Price which was paid by Orpic to Seller and which relates to the rejected Goods. Any defective or rejected Goods identified in a noticepursuant to this Clause 3.6.4 shall be collected and removed by the Seller within two weeks of the notice. All costs associated with the collection andremoval of any defe ctive or rejected Goods are for the Seller#s account.#

3.6.5 Insurance. Without in any way limiting or detracting from the Seller#s liabilities under this Purchase Order or the Law, the Seller shall, at its owncost and expense, take out and maintain for the duration of the Seller#s liability under and in respect of this Purchase Order and the relevant insurancesas appropriate, issued by an insurance company registered in the Sultanate of Oman and reasonably acceptable to Orpic.

3.6.6 Penalties (Late Delivery). If specified in the Purchase Order and without prejudice to Orpic#s other rights and remedies under the Purchase Orderor at law, Seller shall become liable to pay Orpic an amount equal to 0.3 % of the total Purchase Order Value as defined in the Purchase Order for everyday or part thereof by which the Delivery Date specified in the Purchase Order is exceeded for any reason whatsoever, except for reasons attributable tofailure of Orpic to comply with the Purchase Order, up to a maximum of 10% of the total Purchase Order Value, or as amended and specified in thePurchase Order. If part of the Goods are delivered or can be put into useful operation the amount specified above shall be reduced proportionally. Theamount Seller is liable to pay to Orpic hereunder shall become due immediately the Goods are not delivered on the Delivery Date specified in thePurchase Order, without any notice or judicial intervention being required, and may be recovered by deduction by Orpic from Seller's invoices. In theevent a delay is caused by the gross negligence or willful of Seller no limitation as set out herein shall apply.

4. General Conditions Applicable for Provision of Services Only (Service Orders)

4.1 Agreement or Service Order means the contract between Orpic and the Contractor for the provision of Services in accordance with the followingdocuments which are to be read and construed in the following order of priority: a) Service Order; b) Particular Conditions; c) General Conditions; andthen d) Scope of Services.

4.2 Commencement Date shall be as set out in Service Order.

4.3 Completion means completion of the entire Services.4.4 Place for Performance means the location specified by Orpic for the Goods to be delivered as set out in the Form of Agreement.

4.5 Services means the services or work as more particularly described in the Scope of Services. #Work# or #Works# shall have the same meaning asServices

4.6 Purchase Order means an order issued in writing by Orpic at any time during the Service Order instructing the Contractor to perform the Servicesspecified in the order within the time frame specified in the order. If the term Call Off, Call-Out, Job, Job Order, Work Order or similar terms appear in theService Order, they shall have the same meaning as Purchase Order, unless the context requires otherwise.

4.7 Scheduled Completion Date means the date as set out in the Service Order and or Scope of Services by which Contractor shall reach Completion.

4.8 Warranty Period means the period from the commencement of the Services up to one hundred and eighty days (180 days) after Completion duringwhich time Contractor shall remain liable for the correction of any defects in the Services.

4.9 The Contract. Orpic requires the Services to be performed and the Contractor has agreed to perform the Services on the terms and conditions setout in this Service Order.

4.10 Scope of Services. Contractor shall provide to Orpic the Services set out in Annex 3 (as that Annex may be amended from time to time by written



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agreement between the Parties).

4.11 Performance of Services and Warranties. Contractor shall exercise all reasonable skill, care and diligence in the performance of the Services andshall ensure that its staff exercises all reasonable skill, care and diligence. Contractor warrants that its staff involved in the provision of the Services willhave the requisite experience, qualifications and training to perform the Services in accordance with applicable industry practice, in a workman likemanner and which is reasonably satisfactory and acceptable to Orpic.

4.12 Contractor shall be liable to replace, at no cost to Orpic, within a reasonable time, any staff that Orpic reasonably considers do not have the abilityto adequately perform the Services or who have refused to comply with Orpic's reasonable instructions in respect of their conduct. Such staff shall beremoved from the assignment within 24 hours of Orpic issuing such instruction. The Services will be performed at the location(s) specified in the ServiceOrder. The Contractor shall ensure that its personnel shall: a) Comply with all health, safety and environmental rules and regulations applicable at thelocation of the Services; b) Comply with any instructions issued by Orpic relating to health, safety or the environment at the location of the Services; andc) Perform the Services in a safe and efficient manner and in accordance with any of Orpic's health, safety and environmental requirements, plans orpolicies as applicable. Contractor shall comply with all applicable laws, government orders, and regulations (whether of Sultanate of Oman or otherwise)in performing its obligations under this Agreement. Contractor shall be deemed to have satisfied itself before entering into this Agreement as to: a) Theextent and nature of the Services and all things necessary for the proper performance and completion of the Services in accordance with the terms ofthis Service Order; and b) The correctness and sufficiency of the sums, rates, and prices set out in the Service Order. Any failure by Contractor to takeaccount of matters which affect the Services shall not relieve it from its obligations under this Agreement. Contractor shall cooperate with Orpic and allthird party suppliers and service providers to Orpic, so as to ensure that Contractor performs the Services in a coordinated, effective and timely manner.

4.13 Schedule. Contractor shall commence performance of the Services on the Commencement Date, and shall proceed to perform the same with alldue diligence to achieve Completion on or before the Scheduled Completion Date. Contractor shall be responsible for the programming of the Servicesand for independently controlling its progress.

4.14 Penalties. If the Contractor has not commenced or completed the Services in time the Contractor shall be considered in default of his obligationsunder the Contract. If the Contractor fails to commence or complete the Services in time the Contractor shall pay the Company the Penalties/LiquidatedDamages as stated in the Service Order for whatever reason other than Force Majeure or a delay caused by Orpic. The levying of Penalties/LiquidatedDamages by the Company shall be without prejudice to any other rights and remedies of Orpic, which shall include the right to have work performed byanother contractor. Orpic shall have the right to terminate the Contract if the Contractor has not commenced or completed the Services by the time themaximum amount of Penalties/Liquidated Damages has become due. Where so provided in the Contract, Penalties/Liquidated Damages may also belevied in respect of delays in the commencement or completion of Services performed on a Call-Out basis.

4.15 Penalties (Late Delivery). If specified in the Purchase Order and without prejudice to Orpic#s other rights and remedies under the Purchase Order orat law, Seller shall become liable to pay Orpic an amount equal to 0.3% of the total Purchase Order Value as defined in the Purchase Order for everyday or part thereof by which the Delivery Date specified in the Purchase Order is exceeded for any reason whatsoever, except for reasons attributable tofailure of Orpic to comply with the Purchase Order, up to a maximum of 10% of the total Purchase Order Value, or as amended and specified in thePurchase Order. If part of the Goods are delivered or can be put into useful operation the amount specified above shall be reduced proportionally. Theamount Seller is liable to pay to Orpic hereunder shall become due immediately the Goods are not delivered on the Delivery Date specified in thePurchase Order, without any notice or judicial intervention being required, and may be recovered by deduction by Orpic from Seller's invoices. In theevent a delay is caused by the gross negligence or wilful failure of Seller no limitation as set out herein shall apply.

4.16 Defects Liability / Remedy Period. If defects in the Services are discovered by Contractor or otherwise brought to the attention of Contractor byOrpic either during the performance of the Services or within the Warranty Period, Contractor shall be responsible for remedying such defects at its owncost and/or for the cost of having such defects remedied. Contractor shall as soon as practicable upon discovery of any defect or upon receiving writtennotification from Orpic specifying any defect, remedy the same at its own expense by performing remedial work. If Contractor fails within a reasonabletime to perform the remedial work as required by Orpic, Orpic shall have the right to have the necessary remedial work performed by other contractorsor sub-contractors. Orpic shall recover from Contractor all costs associated with remedying such defect, either directly from Contractor or by deductingsuch costs from any monies due or which become due to Contractor. Orpic shall use reasonable endeavours to mitigate such costs. Contractor'sfinancial liability in respect of costs incurred by Orpic shall be limited to the actual costs incurred by Orpic and in any event to a sum not greater than onehundred percent (100%) of the Price.

4.17 Call-Off / Purchase Order. If the Scope of Services includes provisions on call-offs, Orpic shall have the right to order Services on a call-off basis byissuing a Purchase Order and the Contractor shall perform the Service in accordance with Contract and time schedule specified in the Purchase Order.

4.18 Orpic shall have the right to modify or extend the Services specified in a Purchase Order at any time by means of a revision to a Purchase Order.Notwithstanding the expiry or early termination of the Agreement, Contractor shall not abandon any Services in progress and shall complete suchServices in accordance with Orpic's instructions. The terms and conditions of Agreement shall remain in full force and effect during the period requiredto complete these Services. Orpic does not guarantee any minimum quantity of call-off, nor does Orpic undertake to exclusively use the Contractor forthe performance of call-off Services.

4.19 Party Representatives. Orpic may appoint an Orpic Contract Manager who shall be authorised to act for and on behalf of Orpic in relation to thisAgreement. Contractor shall appoint a Contractor Representative who shall be authorised to act for and on behalf of Contractor in relation to thisAgreement.

4.20 No Partnership. Nothing in this Agreement, and no action taken under this Agreement: a) Creates a partnership; b) Creates a relationship ofprincipal and agent between any of the parties; or c) Otherwise authorises any party to bind any other party.

4.21 Licences and Permits. Contractor shall obtain and maintain, at its own risk and expense, such authorisations, permits and licences as may benecessary for the performance of the Services and which are required to be obtained and maintained in Contractor's name.



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4.22 Insurance. Without in any way limiting or detracting from Contractor's liabilities under any other provisions of this Agreement or the law, Contractorshall on or before the Commencement Date, at its own cost and expense, take out and maintain for the duration of the Contractor's liability under and inrespect of this Agreement and the Law, each of the insurances set out below, issued by an Insurance Company registered in the Sultanate of Oman andreasonably acceptable to Orpic: a) Construction/Erection All Risks insurance covering the Permanent Work; b) adequate third party liability insurance tocover all third party liabilities arising under this Contract including the Existing Property; c) any insurance which may be required by law for or withrespect to the Contractor Personnel; d) adequate liability insurance for motor vehicles and mobile equipment (owned, non-owned or hired units)employed by the Contractor or Orpic supplied Equipment employed by the Contractor or any Subcontractor in connection with the performance of theContract.



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Appendix : Form of Advance Payment Bond

Oman Oil Refineries and Petroleum Industries Company SAOCP.O. Box 3568Postal Code 112 RuwiSultanate of Oman

Advance Payment Bond No _ _ _ _ _ _ _ _ _ _ _ _

Whereas M/s . _ _ _ _ _ _ _ _ _ _ (Hereinafter called the Supplier) has been awarded a Contract dated _ _ _ _ _ _ _ _ .for delivery and completion of _ _ _ _ _ _ _ _ _ Project as described in the contract for the total ContractPrice of R.O. _ __ _ _ _ _ _ _ _ (Omani Rials _ _ _ _ _ _ _ _ _ _ _ _ _ Only) and in consideration of your making an advance payment ofR.O. _ _ _ _ _ _ _ . (Omani Rials _ _ _ _ _ _ Only) to the Supplier being 10.% of the Contract Price, by this bond, we _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ whose address is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ guarantee to pay youa sum not exceeding R.O. _ _ _ _ _ _ (Omani Rials _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Only) onyour first written demand without any reference to or contestation on behalf of the Supplier.

It is understood that our liability towards you will be progressively reduced by the amount repaid to you by the Supplier ascontained in the Certificates and Payment against the said advance payment.

The bond will be effective from _ _ _ _ _ _ _ _ . and shall be valid until _ _ _ _ _ _ _ , or until the amount of advancepayment is fully recovered, whichever occurs later.

This bond should be returned to us upon its expiry or upon fulfillment of our undertaking whichever is the earlier.

Authorised Signatories(To be issued by a locally registered bank)Place:Date:



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